February 15, 2019
VIA E-MAIL

Ariel Ayanna
Assistant Secretary
John Hancock GA Mortgage Trust
197 Clarendon Street
Boston, MA 02116

           RE:      John Hancock GA Mortgage Trust
                    Initial Registration Statement on Form N-2
                    File No. 811-23418

Dear Mr. Ayanna,

      On January 17, 2019, John Hancock GA Mortgage Trust filed a registration
statement on
Form N-2 under the Investment Company Act of 1940 ("1940 Act").

We have reviewed the filing and have the following comments. 1

General

       1. We note that portions of the registration statement are missing
information or contain
          bracketed disclosure. We may have additional comments on such
portions when you
          complete them in a pre-effective amendment, on disclosures made in
response to this
          letter, on information supplied supplementally, or on exhibits added
in any pre-effective
          amendment.

       2. Please note that comments we give on disclosure in one section apply
to other sections of
          the filing that contain the same or similar disclosure.

       3. Please confirm whether a party other than the Fund's sponsor or one
of its affiliates is
          providing the Fund's initial (seed) capital. If yes, please
supplementally identify the
          party providing the seed capital and describe its relationship with
the Fund.

       4. Please include a seed capital balance sheet as required by Section
14(a)(1) of the 1940
          Act.




1
    Capitalized terms have the same meaning as in the registration statement
unless otherwise indicated.
 Page 2 of 5


Executive Summary (page 6)

   5. Please move the Fee Table from its current location on page 7 and place
it at the end of
      the summary. Note that additional comments on the Fee Table are set forth
below.

   6. In the first sentence of the first paragraph, please disclose the date of
organization. See
      Item 8.1.a of Form N-2.

   7. The third paragraph states that "Shares will be sold in comparatively
large minimum
      denominations." Please reconcile this statement with the "Minimum
Investment"
      disclosure on page 11 stating "The Fund does not employ a minimum
investment
      amount."

   8. Please supplementally explain what the "GA" in the Fund's name
represents.

   9. To avoid redundancy and provide more complete disclosure in one section,
please
      incorporate all terms and disclosure provided in section "III Summary of
Principal
      Terms" on page 10 into the "Summary of Key Terms" on page 7. Please
include
      applicable cross-references to relevant disclosure elsewhere in the
prospectus.

   10. For "Offering" in the "Summary of Key Terms" on page 7, please disclose
that Share
       offerings are based on net asset value and repeat as needed. Otherwise,
the first and only
       time this is disclosed is at the bottom of page 41.

Investment Strategy and Process (page 8)

   11. Per plain English, please break up the first paragraph under "Fees and
Expenses."

   12. Please reconcile the third and last sentences of the second paragraph
under "Fees and
       Expenses" appearing on page 9. Based on third sentence, it appears that
the last sentence
       should state that the daily fee accruals equal the Applicable Annual Fee
Rate multiplied
       by the net assets of the Fund.

   13. The third paragraph under "Fees and Expenses" appearing on page 9
indicates that the
       Fund will incur organizational expenses. If these expenses are to be
paid out of assets,
       please disclose how they will be amortized and over what period of time.
See Item 9.1.f
       of Form N-2.

       Please also confirm that offering expenses are applicable, and if so,
that they are reflected
       in the fee table and in what line item.

   14. The fourth paragraph under "Fees and Expenses" appearing on page 9
refers to a Service
       Agreement. Please supplementally explain how this expense is reflected
in the Fee Table,
       i.e., Management Fee or Other Expenses.
 Page 3 of 5


   15. In the sentence preceding the Example on page 10, please provide
cross-references to the
       more complete descriptions of the various costs and expenses. See
Instruction 1 to Item
       3.1 of Form N-2.

Summary of Principal Terms (page 10)

   16. Under `Co-Investment" beginning on page 12, please supplementally
confirm the status
       of the application for exemptive relief and revise the disclosure
accordingly. For
       example, if relief is not granted by the time of the offering, then
delete references to any
       such application or if relief is granted, then confirm you have provided
all disclosure
       required by the order.

   17. Please provide the address for the "Accountants" on page 15. See Item
20.7 of Form N-2.

   18. Please provide the address for the "Custodian" on page 15 and the
"Transfer Agent" on
       page 16. See Item 9.1.e of Form N-2.

   19. Please disclose compensation for the "Cashiering Agent" on page 15 and
the "Placement
       Agent" on page 16. See Item 9.1.d of Form N-2.

Risk Factors (page 16)

   20. The risks section provides for "Limited Number of Portfolio Companies
(Concentration
       and Non-Diversification Risk)" on page 18 and "Potential Lack of
Diversification" on
       page 22, and both appear to loosely discuss the risks of concentration
and a lack of
       diversification.

       The staff suggests splitting up the disclosure to address "Concentration
Risks" and "Non-
       Diversification Risk" separately for a clearer presentation of each
risk.

   21. For "Follow-on Investments in Portfolio Companies" on page 18, please
incorporate the
       Fund's requirement for such investments in connection with subordinated
lending. See
       non-fundamental restriction (4) on page 29.

   22. Please revise the disclosure for "Cashiering Service" on page 19 and
"Borrower
       Escrows" on page 20 to better explain the risks at issue with each.

   23. Disclosure on page 25 states in part that the Fund's investments may
include OID and
       PIK instruments. If the Fund invests significantly in these types of
securities, then please
       incorporate appropriate disclosure into section "II. Investment Strategy
and Process"
       beginning on page 8.

   24. On page 25, please provide sub-captions for risk specific to OID and PIK
securities
       including following disclosure:
 Page 4 of 5


       A. Use of PIK and OID securities may provide certain benefits to the
fund's adviser
          including increasing management fees and incentive compensation; and

       B. The Fund may be required under the tax laws to make distributions of
OID income to
          shareholders without receiving any cash. Such required cash
distributions may have
          to be paid from offering proceeds or the sale of fund assets.

   25. Elaborate on the disclosure after the list of Fundamental and
Non-Fundamental
       Investment Restrictions beginning on page 28 to help explain current
definitions and the
       applicable restrictions pursuant to the 1940 Act.
Management of the Fund (page 30)

   26. For the Trustee information table beginning on page 31, please add a
fifth column and
       provide disclosure for other directorships held.

   27. Please note when providing information in a table, you should provide
separate tables (or
       separate sections of a single table) for Trustees who are Interested and
Trustees who are
       Independent.

   28. In light of the lack of Adviser experience disclosure under "Risks
Related to the Adviser"
       on page 27, please expand on "Board Approval of the Investment Advisory
Agreement"
       beginning on page 36, to explain the basis for selection of the Adviser
in light of such
       risk.

   29. For "Service Agreement" on page 37, please disclose the compensation.
See Item 19.1.d.

   30. At the end of first paragraph under "Adviser Personnel" on page 37,
please disclose the
       month and year the portfolio manager began service to the fund in lieu
of "since
       registration."

   31. Please clarify in the last paragraph under "Proxy Voting Policies and
Procedures" on
       page 39 that the proxy voting record is for the 12-month period ended
June 30, not
       December 31. See Item 18.16 of Form N-2.

Description of the Offering (page 41)

   32. In second paragraph under "Purchase Terms" on page 42, please define the
term
       "subscription."

   33. In the bullet point list under "Repurchases of Shares" on page 43,
please disclose what
       factors would weigh against the Board to make a repurchase.

   34. In the paragraph after the bullet point list under "Repurchases of
Shares" on page 43,
       please reconcile the last clause of the last sentence ("may ascertain
....") with the last
       sentence of item 1 and the first sentence of the second paragraph under
item 2 on the next
       page 26.
 Page 5 of 5


   35. Please confirm supplementally that any 13e-4 tender offer will be
consistent with the
       terms of the Eaton Vance Prime Rate Reserves (pub. Avail. Jan 15, 1993).

   36. Please reconcile the substance of the third bullet point at top of page
45 with the fact that
       there is no minimum investment amount associated with investing in the
Fund.

Part C

   37. As a general matter, if an exhibit is filed with the registration
statement, then please
       indicate it, e.g., "filed herein."

   38. For Exhibit (2)(a)(1), please revise the name of the document, i.e.,
Certificate of
       Formation or Trust?

   39. For Item 27, please include organizational and offering costs.

                                             ********
        Responses to this letter should be made in a letter to me filed on
EDGAR and in the form
of a pre-effective amendment. Where no change will be made in the filing in
response to a
comment, please indicate this fact in the letter to us and briefly state the
basis for your position.
        You should review and comply with all applicable requirements of the
federal securities
laws in connection with the preparation and distribution of a preliminary
prospectus.
        Although we have completed our initial review of the registration
statement, the filing
will be reviewed further after we receive your response. Therefore, we reserve
the right to
comment further on the registration statement and any amendments. After we have
resolved all
issues, the Fund and its underwriter must request acceleration of the effective
date of the
registration statement.
         In closing, we remind you that the Fund is responsible for the
accuracy and adequacy of
its disclosure in the registration statement, notwithstanding any review,
comments, action, or
absence of action by the staff.
        Should you have any questions prior to filing a pre-effective
amendment, please feel free
to contact me at (202) 551-6767 or ohm@sec.gov.

                                                              Sincerely,

                                                              /s/ Sonny Oh

                                                              Sonny Oh
                                                              Senior Counsel


cc: William Kotapish
    Sumeera Younis